Contents of these terms
- Introduction and what these terms cover
- The parties and definitions used
- Acceptable use of this website
- Quotes, proposals and scope of work
- Onboarding and the start of work
- Instrument control and pipeline delivery
- Chain-of-custody and data ownership
- Fees, billing and payment
- Changing the scope of an engagement
- Warranties we make and do not make
- Disclaimer of broader and indirect liabilities
- Limitation of liability
- Intellectual property and ownership
- Third-party and open software
- Confidential information
- Termination of a service
- Independent contractor relationship
- Events beyond reasonable control
- Governing law and dispute resolution
- Entire agreement and severability
Sec.01Introduction and what these terms cover
You are reading the terms that describe how Atom Creek, LLC conducts its business and how you may use the website it runs at atomcreek.lat. We have written these terms to be honest and direct, in the same spirit we bring to the laboratory systems we build, because we would rather a client understand a boundary before work begins than be surprised by it later. Using this website in any meaningful way, sending us an enquiry or asking us to begin engineering work means you agree to be bound by these terms as they stand at the time, unless the two of us have separately signed a specific agreement that clearly replaces them.
These terms apply alongside, and not instead of, any separate contract under which a laboratory engages us to build software. Where a master service agreement, a statement of work or a signed quotation exists, the specific terms of that document govern the particular project, and these general terms fill the gaps that the specific document left open. If you are only reading the website and you never contact us or engage us, this agreement is small and light; it asks only that you use the site reasonably and that you do not misuse the work we describe.
Sec.02The parties and definitions used
Several names recur in these terms, and precision matters. The company means Atom Creek, LLC, a limited liability company organized in the United States with a business address at 5995 Greenwood Plaza Blvd Ste 110, Greenwood Village - 80111, United States (US). The service provider and the developer, AtomCreek, are the same company. The customer or you means the person or organisation that reads the website, contacts us or engages us. A service means any instrument control, acquisition, custody, spectral, calibration or dashboard engineering we agree to provide.
An engagement means a piece of work we have agreed to do, whether recorded in a signed statement of work or confirmed through an exchange of emails that set out the work and the price. A client laboratory means a laboratory or research institution that engages us. Research data means the instrument readings, sample histories and custody and result records that live inside, or flow through, a system we build or support for a client laboratory. These definitions stop arguments before they start, because much of the friction in software work comes from two sides holding different pictures of what a word meant.
Sec.03Acceptable use of this website
You are free to read this website, to link to it from your own pages and to share the public information it contains, provided you do not misrepresent it as something it is not. You may not copy large portions of the site text or design and present them as your own service, because the writing, the layout and the distinctive look belong to us and are part of the identity we build our business on. You may not use the site to probe for weaknesses, to interfere with the service we host or to attempt to gain access to a part of the site you were not invited into.
You may not use this website to transmit unlawful material, to make a nuisance of yourself or to gather personal information about other visitors. Because the site is informational rather than a social platform, most troublesome behaviour that would be a problem elsewhere simply has no way to happen here. If you send us a message, you are responsible for the truthfulness of what you write, and we ask that you not use the contact routes to send us spam, threats or content that could be mistaken as coming from us. We reserve the right to refuse contact from anyone who uses this site abusively, and we will never allow an anonymous attempt to hide behind our systems.
Sec.04Quotes, proposals and scope of work
When you ask us to take on an engineering task, we begin by listening carefully and then we set down in writing what we believe the work involves and what it will cost. A quotation or proposal from Atom Creek, LLC describes the instruments, the data paths, the custody expectations and the deliverables as we understood them at the time it was written. We take care that a proposal is honest, which sometimes means telling a customer that the work they asked for will cost more or take longer than they hoped, because a confident lie helps no one and ruins trust quickly.
A quotation is not a commitment until both sides agree to it. Where a quotation is accepted without changes, it and these terms together become our agreement. If a laboratory needs its own legal terms folded in, we will review them willingly, but the site simply sets out our default position so that a customer who accepts our standard terms knows exactly how the working relationship will feel. Every proposal states its assumptions, and any assumption that later turns out to be wrong is a signal that the scope and the price should be revisited together rather than silently absorbed by one side.
Sec.05Onboarding and the start of work
Most engagements begin with onboarding, when we learn the instruments, the site layout, the sample programme and the people who keep the bench alive. We commit to starting shipboard new stations the same week we are asked, because a research season does not wait for a slow vendor and because a fast, orderly start sets the tone for the whole project. Onboarding asks the customer for access to the instruments and their documentation, the data formats they use, a contact who can answer bench questions and a reasonable window of calm for us to trace signals properly.
The customer in turn should expect us to arrive with clear questions, a concrete plan and a willingness to listen to how the laboratory actually works rather than to how a brochure says it should. Where we need a test specimen or a channel kept quiet during installation, the customer agrees to make that possible or to warn us early if it is not. Neither side benefits from hidden friction at the start; the whole point of onboarding is to reconcile what the proposal assumed with what the real bench requires so that the first live run is not the first time the two meet.
Sec.06Instrument control and pipeline delivery
A core part of what we deliver is software that controls instruments and pipelines that carry lab data. When we hand over an instrument control system, we provide the running software, the configuration that describes your devices and the supporting material a competent engineer needs to maintain the system after we leave. We design the control layer so that the state of the bench is honest, so that a run cannot start before the bench is truly ready and so that an interrupted run stops or resumes in a safe and well-described way.
We deliver acquisition pipelines that timestamp, buffer and archive readings so that data is not silently lost under load or a cold cable. The deliverable includes the pipeline configuration, the archive schema and an explanation of how readings move from an instrument into the store your analysts read. We do not promise that a single control system we build is the only way to run a bench; we promise that the one we build behaves as described and that its behaviour is documented well enough for the customer own engineers to inspect and trust it.
Sec.07Chain-of-custody and data ownership
Research data, and specifically the instrument records, sample histories and custody logs that flow through systems we build, remains owned by the client laboratory that produced it. When we build a chain-of-custody system for a laboratory, we build it so that the laboratory controls access, owns the record and can direct how that record is used. Our role is to make the custody trail legible and reliable, not to take ownership of the data or to extract it for our own purposes.
You hold the right to ask us, at any time, to hand back, export or delete the research data we hold or process on your behalf, and we will comply with that request in line with the retention agreed for the engagement. We will not publish, license or sell research data that belongs to you, and we will not use it to build something for a competitor of yours. Where the law or an owner request demands that some data be kept for a period, we will keep only what is required and tell you plainly what that is. The same discipline that keeps a custody chain unbroken keeps our promise about your data clear and unbroken too.
Sec.08Fees, billing and payment
Our fees are set out in a proposal or in a signed agreement before work begins, and we will not quietly change them halfway through a job. Where work is billed by a fixed project amount, that amount covers the scope described and nothing is added without a conversation about a change in scope. Where a project naturally varies, such as when we bill by an agreed time or retainer model, we will give you clear and itemised statements so that you can see what the effort went into.
Invoices are payable on the terms stated on them, and where no term is stated we ask for payment within thirty days of an invoice. Fair and prompt payment matters to a small company, and we reserve the right to pause work on an engagement when an invoice stays substantially overdue and we have let you know clearly that payment is late. Any price mentioned in these terms or on this website is a description of our standard posture rather than a binding bargain; the quoted price for an actual project is set only in the specific proposal for that project.
Sec.09Changing the scope of an engagement
Laboratory work changes as a season unfolds, and so the scope of an engagement sometimes has to change with it. If you ask us for work that clearly falls outside the agreed scope, we will tell you so and propose an adjustment to the time or the price before we do the extra work, rather than letting a larger bill arrive as a surprise at the end. Likewise, if we discover during the work that something in the original assumptions was wrong and that the project will cost more or take longer to do properly, we will raise it openly and give you the chance to approve the change budget or to narrow the requirement.
Both sides promise to raise a scope concern the moment it appears rather than to let it fester until it becomes a dispute. We would rather pause for a two-day conversation about a widening scope than deliver a tool that quietly does less than you believed, while charging you more than you expected. When scope changes are agreed, we will record that agreement in writing so that there is a shared, dated picture of what the engagement now includes.
Sec.10Warranties we make and do not make
We warrant that work we deliver will, at the point of handover, perform materially as described in the proposal and as set out in the acceptance criteria we agreed together. We provide the engineering with reasonable skill and care, which is a promise we take as seriously as any legal phrase allows, and we will remedy a genuine defect in the delivered work that we caused, provided you report it to us within a reasonable time and give us a fair chance to investigate on the bench concerned.
We do not warrant those things that no honest engineering company should warrant. We do not warrant that a system will be immune to every failure, that it will anticipate every future instrument, or that it will make a laboratory results acceptable to an accreditation body all on its own, because accreditation depends on a laboratory own processes as well as on its software. We do not warrant results that depend on facts outside our control, such as the state of instruments that only you maintain, the quality of data you feed in or the competence with which the system is operated after we have handed over and trained your people. This section states both the strength and the limit of the promises we are willing to put in writing.
Sec.11Disclaimer of broader and indirect liabilities
To the fullest extent the law allows, Atom Creek, LLC is not liable for indirect, incidental, consequential, special, exemplary or punitive damages arising out of or connected with this website or with the services we provide. That includes lost profits, lost research opportunities, loss of goodwill, loss of specimens that were damaged by events outside our control, interruption of a study and the cost of substitute services, whether such damages are claimed in contract, in tort, in a statutory claim or on any other legal footing.
The purpose of this section is not to excuse careless work; it is to keep the risk of using software in an unpredictable scientific world proportional. A software defect on one bench should not quietly become liability for an entire multi-year research programme run by a client, because no price we could fairly charge would bear that exposure, and because guarding against it would push our engineering toward expensive caution that a research budget seldom wants to fund. Where a client laboratory carries its own insurance and wants us to accept a different allocation of risk, we will consider a negotiated indemnity in a signed master agreement, but our standard terms keep the powerful limits you see here.
Sec.12Limitation of liability
Where a claim against Atom Creek, LLC does succeed, our total liability to you for all claims arising out of an engagement, whether in one incident or in a series, is capped at the total fees you paid us for that specific engagement. This cap is a deliberate choice: it ties our at-risk exposure closely to the size of the job, which is the fairest and most workable measure for engineering work of modest and varied scale.
Nothing in these terms limits or excludes liability that cannot lawfully be limited or excluded, such as liability for gross negligence, for fraud, for death or for personal injury caused by our negligence, or for any liability that a consumer protection law refuses to let us restrict. Where one part of this clause is unenforceable for you, the rest continues to apply to the extent it is lawful. We ask our customers to read this section as a sensible compromise between the two sides of a services relationship rather than as an invitation for either side to be careless.
Sec.13Intellectual property and ownership
Software we build for you that is specific to your laboratory is, where we agree it in a signed document, licensed to you for your internal research use for so long as you need it. In our standard terms, and in the absence of a specific agreement, we retain ownership of our underlying software components, our libraries, our frameworks, our processes and the non-client-specific tools we have developed over time, and we grant you a licence to use the delivered configuration and the project-specific code we created for your engagement for your own purposes.
When we deliver work, the copy, the layouts, the text of a proposal and the writing on this website remain subject to our usual rights, and you may not resell our generic components to a third party as if they were your own. Data that you own and feed into the system remains yours, as described above. If a question of ownership is important to you, the cleanest answer is to say so at the start and to have it written into your signed agreement, because intellectual property expectations are exactly the kind of thing that different laboratories reasonably hold differently and that a fixed list of website terms cannot anticipate for everyone.
Sec.14Third-party and open software
Much of the technical foundation for modern software is built on open-source and third-party components, and when those components appear in our work we respect their licences and pass the necessary terms along to you. Where we integrate a third-party library, a driver or a service into a laboratory system, the rights and responsibilities for that component belong to its own licensors, and we make no separate representation about material we did not write and do not control.
We choose components deliberately, preferring mature and well-maintained ones over novel experiments, because a laboratory chain-of-custody log is not a good place to champion an unproven adventure. When a licence requires it, we will hand you a notice of the components we used so that your own compliance staff can satisfy the obligations that follow. Our use of such components does not transfer their risk to us, and this section simply draws the boundary that any competent recipient of engineering work should expect to find.
Sec.15Confidential information
During an engagement we will learn things about your laboratory that are not public: the layout of your bench, the details of a proprietary method, the names and roles of your staff and the shape of upcoming research. Both sides agree to treat the confidential information of the other with the care of a laboratory custody log, to use it only for the purpose of the engagement and to share it only with those who need it to do the work.
Confidential information does not include information that is already public, that becomes public without a breach, that we develop independently or that we receive lawfully from a third party. When an engagement ends or either side asks, we will return or destroy confidential material we no longer need, while keeping only what a law or a reasonable record need requires. If you prefer a fuller non-disclosure agreement, we are glad to sign a mutual one before we begin, because a laboratory should be able to protect its method and its people without arguing about it during a fire drill.
Sec.16Termination of a service
Either side may end an engagement by giving the other reasonable written notice, and we will support an orderly wind-down that leaves the laboratory with the work it has already paid for and the data it owns. If a customer ends a project early, the customer pays for the work and materials delivered up to the date of termination, together with any costs we reasonably and honestly incur to stop the work cleanly.
We may suspend or terminate work if a customer fails to pay, if a customer materially breaches these terms and does not fix the breach after being told, or if circumstances make it genuinely impossible for us to continue. On termination we will hand over the agreed deliverables that are complete, exports of any customer-owned data drawn from our systems and a clear note of what remains unfinished, so the laboratory is left better off than it was before we began rather than tangled in a dependency. Termination does not end the terms that are meant to survive it, such as the ownership, confidentiality and limitation clauses that keep their meaning after the last invoice.
Sec.17Independent contractor relationship
Atom Creek, LLC provides services as an independent contractor and not as an employee, partner or joint venturer of the customer. We direct our own work, choose the tools and methods that suit the job and remain responsible for our own people and our own obligations. Nothing in an engagement makes either side an agent authorized to bind the other, and neither side will hold itself out as able to make commitments on the other behalf.
This distinction matters because it keeps the relationship honest and uncomplicated. A laboratory does not direct our day-to-day hours as it would its own staff, and we do not ask a laboratory to shoulder a payroll or to grant us the benefits that belong to an employee. The boundary also protects both sides from the unintended legal consequences of a relationship that looks like employment when it is not, and it keeps our independence the very thing that lets us tell a customer an unwelcome truth about scope or schedule without fearing for our job title.
Sec.18Events beyond reasonable control
Neither side is liable for a delay or a failure to perform that results from an event beyond its reasonable control, such as a severe storm at a field site, a regional power failure, a network outage that stops remote access, a pandemic restriction, a national emergency or an act of a government that interferes with ordinary business. We will let you know promptly when such an event strikes and will work to resume as soon as it is reasonably possible.
Because this is a company that serves field laboratories, we know that weather and distance are part of the world rather than unusual surprises. Where an event beyond control continues for a long stretch and materially defeats the purpose of the engagement, either side may end the affected part of the work with notice, paying only for what was fairly completed. This section is not an escape hatch for ordinary carelessness or for predictable field conditions that a competent plan would have anticipated; it exists only for the genuinely unforeseeable interruptions that no amount of preparation can cancel.
Sec.19Governing law and dispute resolution
These terms and any engagement built on them are governed by the law of the State of Colorado in the United States, excluding its rules on choice of law that would point to another jurisdiction. This choice reflects where Atom Creek, LLC, is registered and does business, and it gives both sides a firm and familiar set of rules to govern the work.
Before either side turns to any court, both sides agree to try to resolve a dispute through an honest conversation and, if that fails, through a mediation that we would rather pay for than a trial. Only if a dispute remains after those fair steps may it be brought in a court of competent jurisdiction located in the State of Colorado. Nothing in this section stops a party from seeking urgent injunctive relief where damage would otherwise be hard to undo, and nothing here changes the protection a customer may hold under consumer law in the customer own state to the extent the law refuses to let those protections be waived.
Sec.20Entire agreement and severability
These terms, together with any signed statement of work or other written agreement you and Atom Creek, LLC have made, form the entire agreement between the sides about the subject they cover, and they replace earlier conversations, drafts and understandings that are not written down here. If any single clause or part of a clause in these terms is found to be invalid or unenforceable, that clause will be limited or removed to the smallest extent necessary, and all the remaining clauses continue to have their full force on their own.
These terms are given in English and any translation is provided only for convenience, with the English version governing what the agreement means where the two disagree. A delay by either side in enforcing a right does not waive it. We may update these terms from time to time, and a later version applies to your future use of the website and to engagements that begin under the later version, while the version in force when an engagement began continues to govern that existing engagement. If you have a question about anything here, the direct answer is to ask the bench, at info@atomcreek.lat or by phone at +6285640110537, because the intent of this document is clarity rather than cleverness.